---
schema_version: "secwatch.filing_event.v1"
accession: "0001075531-26-000031"
form_type: "8-K"
ticker: "BKNG"
cik: "0001075531"
company_name: "Booking Holdings Inc."
filed_at: "2026-06-02T20:57:14+00:00"
generated_at: "2026-06-02T20:58:13.305758+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Booking Holdings shareholders approve officer exculpation amendment, re-elect all 11 directors at 2026 annual meeting

## Summary
- All 11 director nominees elected, including Glenn Fogel, Kelly Grier, Nicholas Read; Charles Noski received ~5.5% against votes.
- Advisory vote on 2025 executive compensation approved with 567M for (90.2% of votes cast).
- Amendment to certificate of incorporation for officer exculpation approved with 549.9M for (87.4% of votes cast).
- Stockholder proposals on political spending and illegal settlements rejected: 35.2% and 10.3% in favor, respectively.
- Deloitte & Touche ratified as independent auditor for FY2026 with 610.8M for (91.2% of votes cast).

## SEC filing metadata
- accession: 0001075531-26-000031
- form_type: 8-K
- ticker: BKNG
- cik: 0001075531
- company_name: Booking Holdings Inc.
- filed_at: 2026-06-02T20:57:14+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/0001075531-26-000031-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/bkng-20260602.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001075531-26-000031
- JSON: https://secwatch.observer/filing/0001075531-26-000031.json
- Plain text: https://secwatch.observer/filing/0001075531-26-000031.txt

## Source-grounded claims
- claim_id: 35fb5619479bc7e464abea2783150717afcded66
  claim: Booking Holdings Inc. shareholders approved Election of Directors at the 2026-06-02 meeting.
  evidence_excerpt: 1. The following individuals were elected to the Company’s Board of Directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/0001075531-26-000031-index.htm
- claim_id: 3b5f7245ecddffddbf75786cd11964338a7404a5
  claim: Booking Holdings Inc. shareholders rejected Stockholder proposal requesting non-binding vote on resolution regarding business operations in illegal settlements at the 2026-06-02 meeting.
  evidence_excerpt: 6. A stockholder proposal requesting a non-binding vote on a resolution regarding business operations in illegal settlements was not approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/0001075531-26-000031-index.htm
- claim_id: 6890ed43738828a3ea608b4afeae354a9147c608
  claim: Booking Holdings Inc. shareholders rejected Stockholder proposal requesting non-binding vote on avoiding brand damage due to corporate political spending at the 2026-06-02 meeting.
  evidence_excerpt: 5. A stockholder proposal requesting a non-binding vote on a proposal to avoid brand damage due to corporate political spending was not approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/0001075531-26-000031-index.htm
- claim_id: ba024babaa62e0a90a9c7d6837b39af7f9ff7667
  claim: Booking Holdings Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-06-02 meeting.
  evidence_excerpt: 3. A proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2026 was approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/0001075531-26-000031-index.htm
- claim_id: cb3ee9a2398f27331f0a70a2abc8abe2d2069949
  claim: Booking Holdings Inc. shareholders approved An advisory vote to approve 2025 executive compensation at the 2026-06-02 meeting.
  evidence_excerpt: 2. An advisory vote to approve 2025 executive compensation was approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/0001075531-26-000031-index.htm
- claim_id: f793795f6f910cb1717a58a014fabfad469e4873
  claim: Booking Holdings Inc. shareholders approved Amendment of certificate of incorporation to provide for exculpation of officers at the 2026-06-02 meeting.
  evidence_excerpt: 4. A proposal to approve an amendment of the Company’s certificate of incorporation to provide for the exculpation of officers was approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1075531/000107553126000031/0001075531-26-000031-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.